Common use of Survival of Representations, Warranties, Covenants and Agreements Clause in Contracts

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor (whether or not exercised) to investigate the affairs of the Company or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and Investor, on the other hand, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of the Company and Investor contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 (as it relates to the foregoing Sections), (b) until 60 calendar days after expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (c) until the date on which the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing or (d) indefinitely with respect to each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article VIII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII, but only with respect to matters described in the Claim Notice or Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to ClosingAgreement, the Company, on the one hand, Sellers and Investor, on the other hand, Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the representations, warranties, covenants and agreements of the Company Sellers and Investor Purchaser contained in this Agreement will survive the Closing (a) indefinitely until the date that is eighteen (18) months after the Closing with respect to the representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 (as it relates to the foregoing Sections), Section 3.12; (b) indefinitely with respect to (i) the representations and warranties contained in (A) Sections 3.02, 3.03, 3.05(b), 3.23, 4.02, 4.03, 4.04(b) (the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) the covenants and agreements contained in Sections 2.06 and 14.04; (c) until 60 calendar sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.09 and Article X; (d) for six (6) months in the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (c) until the date on which the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to all other representations and warranties and case of any covenant or agreement to be performed in whole or in part on or prior to the Closing Closing; or (de) indefinitely with respect to each other covenant or agreement contained in this Agreement, except until sixty (60) days following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (ba), (c), (d) or (ce) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article VIII XII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIIIXII. Following the expiration of a representation, but only warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect to matters described in the Claim Notice or Indemnity Noticethereto, regardless of any statute of limitations period that would otherwise apply.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor (whether or not exerciseda) to investigate the affairs of the Company or any right of any party (whether or not exercised) to investigate the accuracy of the The representations and warranties of the other party contained made by Seller, Parent and Buyer in this Agreement and in any certificate or other writing delivered by or on behalf of Seller, Parent and Buyer pursuant to the waiver terms of this Agreement shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before) one (1) year after the Closing Date; provided, however, that the representations or warranties contained in Section 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2 (Authority; No Conflict; Required Filings and Consents), Section 4.3 (Capitalization), Section 4.12 (Environmental Matters), Section 4.16 (Taxes), Section 4.19 (Brokers), Section 5.1 (Organization), Section 5.2 (Authority; No Conflict; Required Filings and Consents) and Section 5.8 (Brokers) shall survive the Closing until, and may be asserted at any time prior to, the later of the date that is forty-five (45) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof mutually agreed to by the Parties) applicable thereto and the date that is forty-five (45) days after the third anniversary of the Closing Date (with respect to any given representation and warranty, the “Survival Period”). The expiration of the Survival Period with respect to a given representation and warranty provided herein shall not affect a Party in respect of any condition claim asserted by such Party in reasonable detail in a writing received by the Indemnifying Party prior to Closing, the Company, on the one hand, and Investor, on the other hand, have the right to rely fully upon the representations, warranties, covenants and agreements expiration of the other contained in this Agreement. The representations, warranties, covenants and agreements of the Company and Investor contained Survival Period provided in this Agreement will survive the Closing (a) indefinitely with respect to the representations such representation and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 (as it relates to the foregoing Sections), (b) until 60 calendar days after expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (c) until the date on which the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing or (d) indefinitely with respect to each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article VIII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII, but only with respect to matters described in the Claim Notice or Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor (whether or not exercised) to investigate the affairs of the Company or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and Investor, on the other hand, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of the Company and Investor contained in this Agreement will set forth in any of (x) Section 3.01 (Organization of the Company), Section 3.02 (Authorization of Transactions by the Company), Section 3.05 (Subsidiaries), Section 3.06 (Capitalization), Section 3.07 (Brokers’ Fees), Section 3.12 (Assets), Section 3.22 (Affiliate Transactions), Section 4.01 (Shares), Section 4.02 (Authorization of Transactions by the Sellers), Section 4.05 (Investor Suitability), Section 4.06 (Investment Experience), Section 4.07 (Purchase for Own Account), Section 4.08 (Acknowledgments), Section 4.09 (Restrictive Legends) and Section 4.10 (Limitation of Representations) (each of the foregoing in this clause (x), a “Seller Fundamental Representation”), and (y) Section 5.01 (Organization of Purchaser), Section 5.02 (Authorization of Transactions by Purchaser) and Section 5.05 (Brokers’ Fees) (each of the foregoing in this clause (y), a “Purchaser Fundamental Representation,” and, collectively with the Seller Fundamental Representations, the “Fundamental Representations”)) shall survive the Closing execution and delivery of this Agreement and the consummation of the Transactions and shall continue in full force and effect for ten years following the date of this Agreement thereafter. Notwithstanding the foregoing, (a) indefinitely with respect to the representations and warranties contained of the Company set forth in Sections 2.1Section 3.14 (Tax Matters), 2.2, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 Section 3.19 (as it relates Employee Benefits) shall survive the Closing and continue in full force and effect until the date that is ninety (90) days following the expiration of the statute of limitations applicable to the foregoing Sectionsany claim arising under any such representation or warranty (after giving effect to any extensions or waivers thereof), (b) until 60 calendar days after expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties of the Company set forth in Sections 2.11, 2.14, 2.23 Section 3.15 (Intellectual Property) shall survive the Closing until the date that is forty- eight (48) months following the Closing Date and 2.39 (as it relates to the foregoing Sections), (c) until the date on which the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to all other representations and warranties other than the Fundamental Representations and any covenant or agreement to be performed other than the representations and warranties referenced in whole or in part on or prior to clause (a) foregoing shall survive the Closing until the date that is twelve (12) months following the Closing Date. Notwithstanding the foregoing, (A) the representations and warranties of each Party under this Agreement shall survive in accordance with this Section 9.01, regardless of any investigation made by or (d) indefinitely on behalf of any Party or any knowledge any Party may have with respect to each other covenant any misrepresentation or agreement contained in this Agreementbreach at the time of the Closing, except that (B) any representation, warranty, covenant representation or agreement warranty that would otherwise terminate in accordance with clause (b) or (c) above will the immediately preceding sentence shall AmericasActive:12532620.29 survive and continue to survive in full force and effect if a Claim Notice or Indemnity Notice (as applicable) notice shall have been timely given under Article VIII Section 9.6 or Section 9.07 (as applicable) on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIIIthis ARTICLE IX, but only with respect and (C) the obligations of the Sellers to matters described in indemnify and hold harmless Purchaser for any claim based on or arising out of fraud, gross negligence, willful misconduct, intentional misrepresentation or knowing and intentional breach of any of the Claim Notice or Indemnity Noticeprovisions of this Agreement shall not terminate.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor (whether or not exercised) to investigate the affairs of the Company or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and Investor, on the other hand, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of the Company and Investor parties hereto contained in or made pursuant to this Agreement will Agreement, or in any other certificate executed and delivered by any party to another party in connection with this Agreement, shall survive the Closing (a) indefinitely with respect to the representations in full force and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 (as it relates to the foregoing Sections), (b) until 60 calendar days after expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (c) effect until the date on that is fifteen and one-half (15.5) months after the Closing Date, at which time they shall terminate (and no claims shall be made for indemnification under Section 11.2 or Section 11.3 thereafter), except: (i) the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to all other representations covenants and warranties and any covenant agreements that by their terms apply or agreement are to be performed in whole or in part after the Closing shall survive for the period provided in such covenants and agreements, if any, or until fully performed; (ii) the covenants and agreements that by their terms apply or are to be performed in their entirety on or prior to the Closing or shall terminate at the Closing; (diii) indefinitely with respect to each other covenant or agreement the representations and warranties contained in this AgreementSection 3.1 (Organization and Qualification of the Company and the Company’s Subsidiaries), except that any representationSection 3.2 (Authority of the Company and Enforceability), warrantySection 3.3 (Capitalization of the Company and the Company’s Subsidiaries), covenant or agreement that would otherwise terminate in accordance with clause Section 3.22 (bRelated Party Transactions) or and Section 3.24 (cCompany’s Brokers), (collectively, the “Company Fundamental Reps”), Section 4.1 (Authority of Sellers and Enforceability), Section 4.2 (Ownership) above will continue to survive if a Claim Notice or Indemnity Notice and Section 4.6 (as applicableSellers’ Brokers) shall have been timely given under Article VIII on or prior to such termination date(collectively, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII“Seller Fundamental Reps”), but only with respect to matters described in the Claim Notice or Indemnity Notice.Section 5.1 (Organization of Purchaser), Section 5.2 (Authority of Purchaser and Enforceability) and Section 5.7 (Purchaser Brokers) (collectively, the

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor Purchasers (whether or not exercised) to investigate the affairs of the Company and its Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to ClosingAgreement, the Company, on the one hand, Sellers and Investor, on the other hand, Purchasers have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of the Company Sellers and Investor Purchasers contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.12.02, 2.22.04, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 2.05 (but only insofar as it relates to the foregoing Sectionscapital stock of the Subsidiaries), (b2.30, 3.02 and 3.07(b) until 60 calendar days after the expiration of all the applicable statutes statute of limitation limitations with respect to the representations and warranties contained in Section 2.12, (including all periods of extension, whether automatic or permissivec) with respect to the representations and warranties contained in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing SectionsSection 2.19(c), until the outstanding net book value of the Company Leases is 10% or less than the outstanding net book value of the Company Leases at the Closing, (for the purposes of this clause (c) until Company Leases shall not include those Company Leases placed in the date on which Non-Recourse Pool pursuant to Section 4.06 hereto) or (d) in the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to case of all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing until the later of (i) the time period referred to in (c) above, or (dii) indefinitely with respect to each other covenant or agreement contained in this Agreement, the sixth anniversary of the Closing Date except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (bc) or (cd) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article VIII XI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII, but only with respect to matters described in the Claim Notice or Indemnity NoticeXI.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor Buyer (whether or not exercised) to investigate the affairs of any of Target or the Company Shareholders or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the any Ancillary Agreement or any waiver of any condition to Closingprovision hereof, the CompanyBuyer, on the one hand, and InvestorTarget and Shareholders, on the other handother, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this AgreementAgreement and the Ancillary Agreements. The representations, warranties, covenants and agreements of Target the Company Shareholders and Investor Buyer contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.13.1 (Organization and Good Standing; Qualification), 2.23.2 (Capitalization), 2.33.3 (Transactions in Capital Stock), 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 3.6 (Authorization and 2.39 Validity) and 3.34 (Disclosure) (as it relates to the foregoing such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorization), (b) until 60 calendar days after expiration the third anniversary of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (c) until the date on which the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available Closing Date with respect to all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing and (c) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or (dpermissive) indefinitely with respect to the representations and warranties contained in Sections 3.13 (Employee Matters), 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.29 (Environmental Matters) and 3.34 (Disclosure) (as it relates to such Sections) and each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article VIII 10 hereof on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII, 10 hereof but only with respect to matters described in the Claim Notice or Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival Each representation, warranty, covenant and agreement contained herein and any certificate required to be delivered under this Agreement related to any such representation, warranty, covenant or agreement will survive the Closing and continue in full force and effect; provided, however, that (i) any claim by a Purchaser Indemnified Party under Section 10.2(a)(i), other than with respect to a claim relating to a Fundamental Representation, may be made on or before the date that is twelve (12) months after the Closing Date and not thereafter, (ii) any claim by a Purchaser Indemnified Party under Section 10.2(a)(i) relating to a breach of Section 4.1 (Organization), Section 4.2 (Due Authorization), Section 4.5 (Capitalization), Section 4.12 (Taxes), Section 4.13 (Brokers’ Fees), the first sentence of Section 4.15 (Title to Assets), and Section 4.26 (Solvency) (collectively, the “Fundamental Representations, Warranties, Covenants and Agreements. Notwithstanding any right ”) may be made on or before the date that is the later of Investor (whether A) five (5) years after the Closing Date or not exercised(B) to investigate sixty (60) days after the affairs expiration of the Company applicable statute or period of limitations (including any extension of such statute or period of limitations), and not thereafter, (iii) any claim by a Purchaser Indemnified Party under Section 10.2(a)(ii) or a Seller Indemnified Party under Section 10.2(b)(ii) may be made on or before the date that is eighteen (18) months after the Closing Date and not thereafter (except that such covenants and agreements to be performed following the Closing shall survive the Closing and continue thereafter in accordance with their terms), (iv) any claim by a Purchaser Indemnified Party under Sections 10.2(a)(iii) through (v) may be made on or before the date that is the later of (A) five (5) years after the Closing Date or (B) sixty (60) days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations), and not thereafter and (v) any claim by a Purchaser Indemnified Party relating to Fraud may be made at any time following the Closing and the Purchaser Indemnified Parties shall be entitled to indemnification therefor under this Article X indefinitely. The Liability of an indemnifying Party with respect to any indemnification claim timely made hereunder shall continue until the indemnifying Party’s Liability therefor has been finally determined and fully satisfied. The Purchaser Indemnified Parties’ rights to indemnification or payment of Damages under this Article X or any right of their other rights shall not be affected by any party investigation conducted or knowledge acquired (or capable of being acquired) by, on behalf of or for the benefit of Purchaser at any time, whether before or not exercised) to investigate after the accuracy execution and delivery of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and Investor, on the other hand, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of the Company and Investor contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.1accuracy or inaccuracy of, 2.2or compliance with, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 (as it relates to the foregoing Sections), (b) until 60 calendar days after expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (c) until the date on which the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing or (d) indefinitely with respect to each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate of any Seller in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article VIII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII, but only with respect to matters described in the Claim Notice or Indemnity Noticethis Agreement.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor (whether or not exerciseda) to investigate the affairs of the Company or any right of any party (whether or not exercised) to investigate the accuracy of the The representations and warranties of the other party contained made by Seller, Parent and Buyer in this Agreement and in any certificate or other writing delivered by or on behalf of Seller, Parent and Buyer pursuant to the waiver terms of this Agreement shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before) one (1) year after the Closing Date; provided, however, that the representations or warranties contained in Section 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2 (Authority; No Conflict; Required Filings and Consents), Section 4.3 (Capitalization), Section 4.12 (Environmental Matters), Section 4.16 (Taxes), Section 4.19 (Brokers), Section 5.1 (Organization), Section 5.2 (Authority; No Conflict; Required Filings and Consents) and Section 5.8 (Brokers) shall survive the Closing until, and may be asserted at any time prior to, the later of the date that is forty-five (45) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof mutually agreed to by the Parties) applicable thereto and the date that is forty-five (45) days after the third anniversary of the Closing Date (with respect to any given representation and warranty, the "Survival Period"). The expiration of the Survival Period with respect to a given representation and warranty provided herein shall not affect a Party in respect of any condition claim asserted by such Party in reasonable detail in a writing received by the Indemnifying Party prior to Closing, the Company, on the one hand, and Investor, on the other hand, have the right to rely fully upon the representations, warranties, covenants and agreements expiration of the other contained in this Agreement. The representations, warranties, covenants and agreements of the Company and Investor contained Survival Period provided in this Agreement will survive the Closing (a) indefinitely with respect to the representations such representation and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 (as it relates to the foregoing Sections), (b) until 60 calendar days after expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (c) until the date on which the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing or (d) indefinitely with respect to each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article VIII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII, but only with respect to matters described in the Claim Notice or Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor Buyer, Subsidiary or the Company (whether or not exercised) to investigate the affairs of the Company Buyer, Subsidiary or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and Investor, on the other hand, each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other party contained in this AgreementAgreement or in any instrument required to be delivered hereunder; provided, however, that, except in the case of fraud (i.e., an intentional breach of a representation, warranty, covenant or agreement, but excluding any negligent or reckless breach), no reliance can be made on, or claim made in respect of, any representation, warranty, covenant or agreement specific compliance with which was waived in writing, including the waiver of any related closing condition contained in Article 6. The representations, warranties, covenants and agreements of the Company Company, Buyer and Investor Subsidiary contained in this Agreement will or in any instrument delivered pursuant to this Agreement that by their terms apply or are to be performed in whole or in part after the Effective Time shall survive the Closing (a) indefinitely with respect to the Effective Time. The representations and warranties of the Company, Buyer and Subsidiary contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger and 2.39 (as it relates to the foregoing Sections), (b) until 60 calendar days after expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (c) continue until the date filing of Buyer's Annual Report on which the Company's audited financial statements Form 10-K for the fiscal year ending December 31, 1999 have been made publicly available with respect to all other 1999, except for the representations and warranties and any covenant or agreement to be performed set forth in whole or in part on or prior to Sections 3.12, 3.15, 3.17, 3.19, 3.22, 3.24, 3.30, which shall continue until the first anniversary of the Closing or Date (d) indefinitely with respect to each other covenant or agreement the "Expiration Date"). Each of the parties hereto agrees that, except for the representations and warranties contained in this Agreement, none of Buyer, Subsidiary or the Company has made any representations or warranties, and except for the representations and warranties contained in this Agreement, each of Buyer, Subsidiary and the Company acknowledges that any representation, warranty, covenant no representations or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall warranties have been timely given under Article VIII on made by, and it has not relied upon any representations or prior to such termination datewarranties made by, until any of the related claim for indemnification has been satisfied parties hereto or otherwise resolved as provided in Article VIIIany of their respective officers, but only directors, employees, agents, financial and legal advisors or other representatives (collectively, "Representatives") with respect to matters described in this Agreement and the Claim Notice transactions contemplated hereby, and the documents and instruments referred to herein, notwithstanding the delivery or Indemnity Noticedisclosure to such party or its Representatives of any documentation or other information with respect to any one or more of the foregoing. The inclusion of any entry on the Disclosure Schedule shall not constitute an admission by, or agreement of, the Company that such matter is material to the Company.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival All representations and warranties herein shall be operative and in full force and effect, and the parties hereto shall be entitled to rely thereon, regardless of Representationsany investigation made by or for them. All such representations and warranties shall, Warrantiesexcept as specifically limited by Section 12.3, Covenants survive the execution and Agreements. Notwithstanding any right delivery of Investor (whether or not exercised) to investigate this Agreement, the affairs Closing and the consummation of the Company transactions provided for herein for a period of eighteen (18) months following the Closing Date, except that the representations and warranties set out in Sections 8.1(a), (b), (h), (o), (t), (v) and (w) and in Sections 8.2(a) and (c) shall survive until ten (10) days following the expiration of the applicable statutory period of limitations with respect to the matter to which the claim relates. No representations and warranties shall be merged or any right extinguished by reason of the execution of the transactions herein. Any claim for indemnification under Sections 13.1(a) or 13.2(a) relating to a breach of any party (whether of the representations or not exercisedwarranties contained herein may be made at any time during the 18-month period following the Closing Date, except that any claim for indemnification under Sections 13.1(a) or 13.2(a) relating to investigate the accuracy a breach of any of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and Investor, on the other hand, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of the Company and Investor contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained set out in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 (as it relates to the foregoing Sections8.1(a), (b) until 60 calendar days after expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (h), (o), (t), (v) and (w) or in Sections 8.2(a) and (c) until the date on which the Company's audited financial statements for the fiscal year ending December 31, 1999 have been may be made publicly available with respect to all other representations and warranties and at any covenant or agreement to be performed in whole or in part time on or prior to the Closing 10th day following the expiration of the applicable statutory period of limitations with respect to the matter to which the claim relates. Any claims for indemnification under Sections I3.1(b), (c), (d), (e), (f), (g), (h), (i) or (j) or Sections 13.2(b), (c), (d) indefinitely with respect to each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (ce) above will continue may be made at any time following the Closing Date, subject only to survive if a Claim Notice applicable limitation periods imposed by Law. Any contract or Indemnity Notice (as applicable) shall have been timely given under Article VIII on tort claim involving fraud, actions taken in bad faith, intentional misrepresentation or prior intentional breach may be made at any time, subject only to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII, but only with respect to matters described in the Claim Notice or Indemnity Noticeapplicable limitation periods imposed by Law.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor (whether or not exercised) to investigate the affairs of the Company or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and Investor, on the other hand, have the right to rely fully upon the All representations, warranties, covenants and agreements contained herein, or in any other certificate executed and delivered by any Party to another Party in connection with this Agreement shall survive the execution and delivery of this Agreement and consummation of the other contained in this Agreementtransactions contemplated hereunder. The representationsNotwithstanding the foregoing, warranties, covenants (i) all such representations and agreements of warranties shall expire and terminate on the Company and Investor contained in this Agreement will survive date that is two years after the Closing Date, except that (aA) indefinitely with respect to the representations and warranties of (x) the Vendor contained in Sections 2.1Section 3.1 (Authority of the Vendor and Subco and Enforceability), 2.2Section 3.2 (Organization and Qualification of the Vendor and Subco), 2.3Section 3.3 (Subco Shares), 2.4Section 3.10 (Title to Assets), 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 (as it relates to the foregoing SectionsSection 3.15(a), (b), (c) and (g) (Intellectual Property Rights), Section 3.29 (Regulatory Matters), and Section 3.32 (Brokers) (collectively, the “Fundamental Representations”) and (y) the Purchaser contained in Section 4.1 (Organization and Qualification of the Purchaser), Section 4.2 (Authority of the Purchaser and Enforceability), Section 4.8 (Brokers), shall, in each case, survive indefinitely, and (B) the representations and warranties of the Vendor contained in Section 3.18 (Taxes) shall survive until 60 calendar sixty (60) days after the expiration of all applicable statutes of limitation under applicable Law (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (cii) until the date on which the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing or (d) indefinitely with respect to each other covenant or agreement extent not fully performed by the Closing, the covenants and agreements of the Parties contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate Agreement shall survive until fully performed in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) their respective terms. Notwithstanding anything contained in this Article 10, nothing herein shall have been timely given under Article VIII on or prior to such termination date, until the related claim limit claims and remedies for indemnification has been satisfied or otherwise resolved as provided in Article VIII, but only with respect to matters described in the Claim Notice or Indemnity Noticefraud.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor (whether or not exercised) to investigate the affairs of the Company or any right of any Each party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and Investor, on the other hand, hereto shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other parties hereto contained in this Agreement and in any certificate delivered by any other party hereto at the Closing without regard to investigation or knowledge. If the Merger is consummated, all of the representations and warranties of the Company contained in this Agreement and the Company Transaction Certificates shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement (except as set forth in the Disclosure Letter), until the date that is the eighteen (18) month anniversary of the Closing Date (the “Holdback Period”); provided, however, that the representations and warranties of the Company contained in Section 2.1 (Organization, Standing and Power), Section 2.4 (Authority and Enforceability), Section 2.5 (Non-Contravention) (other than Section 2.5(c)(i)), Section 2.8 (Capital Structure), Section 2.19 (Taxes), and Section 2.28 (Finders’ Fees; Transaction Expenses), and in any Company Transaction Certificate (in each case, as modified by the Disclosure Letter) (the “Fundamental Representations”), will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations, if any, plus a period of thirty (30) days, or if no statute of limitations is applicable, for ten years after the Closing Date; provided, further, that the representations and warranties set forth in Section 2.17 (Intellectual Property) (the “IP Representations”), will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is the thirty-six (36) month anniversary of the Closing Date. The representationsNo right to indemnification pursuant to Article VIII in respect of any specific claim that is asserted in an Officer’s Certificate properly delivered to the Company Holders’ Agent in accordance with Section 8.4 hereof prior to the expiration of the Holdback Period or applicable survival period hereunder, as appropriate (if any such period is applicable to such claim), shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Damages arising out of any Fraud. If the Merger is consummated, the representations and warranties of Acquiror contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing; provided, however, that such expiration shall not affect the rights of any Holder to seek recovery of Damages arising out of any Fraud by Acquiror or Merger Sub and provided, further, that the representations and warranties and acknowledgements of Acquiror contained in Section 3.6 shall survive indefinitely. If the Merger is consummated, all other covenants and agreements of the Company parties (including the covenants and Investor contained agreements set forth in this Agreement will Article IV and Article V) shall survive until the tenth anniversary of the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 (as it relates to the foregoing Sections), (b) until 60 calendar days after expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (c) until the date on which the Company's audited financial statements for the fiscal year ending December 31period explicitly specified therein; provided, 1999 have been made publicly available with further, that no right to indemnification pursuant to Article VIII in respect to all other representations and warranties and of any claim based on any breach of a covenant or agreement shall be affected by the expiration of such covenant; provided, further, that the Indemnified Persons’ right to be performed indemnification for Company Holder Taxes will remain operative and in whole or in part on or prior to the Closing or (d) indefinitely with respect to each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article VIII on or prior to such termination date, full force and effect until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII, but only with respect to matters described in expiration of the Claim Notice or Indemnity Noticeapplicable statute of limitations plus a period of thirty (30) days.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival Each representation, warranty, covenant and agreement contained herein and any certificate required to be delivered under this Agreement related to any such representation, warranty, covenant or agreement will survive the Closing and continue in full force and effect; provided, however, that (i) any claim by a Purchaser Indemnified Party under Section 10.2(a)(i), other than with respect to a claim relating to a Fundamental Representation, may only be made on or before the date that is twelve (12) months after the Closing Date, (ii) any claim by a Purchaser Indemnified Party under Section 10.2(a)(i) relating to a breach of Section 4.1(Organization), Section 4.2 (Due Authorization), Section 4.4 (Capitalization), Section 4.10 (Brokers’ Fees) and Section 4.14 (Solvency) (collectively, the “Fundamental Representations, Warranties, Covenants and Agreements. Notwithstanding any right ”) may be made on or before the date that is the later of Investor (whether A) five (5) years after the Closing Date or not exercised(B) to investigate sixty (60) days after the affairs expiration of the Company applicable statute or period of limitations (including any extension of such statute or period of limitations), and not thereafter, (iii) any claim by a Purchaser Indemnified Party under Section 10.2(a)(ii) or a Seller Indemnified Party under Section 10.2(b)(ii) may be made on or before the date that is eighteen (18) months after the Closing Date and not thereafter (except that such covenants and agreements to be performed following the Closing shall survive the Closing and continue thereafter in accordance with their terms), (iv) any claim by a Purchaser Indemnified Party under Sections 10.2(a)(iii) through (v) may be made on or before the date that is the later of (A) five (5) years after the Closing Date or (B) sixty (60) days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations), and not thereafter and (v) any claim by a Purchaser Indemnified Party relating to Fraud may be made at any time following the Closing and the Purchaser Indemnified Parties shall be entitled to indemnification therefor under this Article X indefinitely. The Liability of an indemnifying Party with respect to any indemnification claim timely made hereunder shall continue until the indemnifying Party’s Liability therefor has been finally determined and fully satisfied. The Purchaser Indemnified Parties’ rights to indemnification or payment of Damages under this Article X or any right of their other rights shall not be affected by any party investigation conducted or knowledge acquired (or capable of being acquired) by, on behalf of or for the benefit of Purchaser at any time, whether before or not exercised) to investigate after the accuracy execution and delivery of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and Investor, on the other hand, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of the Company and Investor contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.1accuracy or inaccuracy of, 2.2or compliance with, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 (as it relates to the foregoing Sections), (b) until 60 calendar days after expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (c) until the date on which the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing or (d) indefinitely with respect to each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate of Seller in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article VIII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII, but only with respect to matters described in the Claim Notice or Indemnity Noticethis Agreement.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor Cimatron or the Company (whether or not exercised) to investigate the affairs of Cimatron or the Company or any right of any party (whether pursuant to Section 7.1 or not exercisedotherwise) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or a waiver or non-assertion by Cimatron or the waiver Company of any condition to ClosingClosing set forth in ARTICLE 8 or any termination right set forth in ARTICLE 10, the Company, on the one hand, and Investor, on the other hand, each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other party contained in this Agreement, the Ancillary Agreements and the certificates and instruments delivered in connection herewith or therewith. The representations, warranties, covenants and agreements All of the Company representations and Investor warranties of the Company, Xxxxx and Buyers contained in this Agreement will Agreement, the Ancillary Agreements and the certificates and instruments delivered in connection herewith or therewith shall survive the Closing Merger and continue until 11:59 p.m. California time on the day which is eighteen (18) months after the date on which the Effective Time occurs (the “Expiration Date”), provided however, that (all of the following collectively, the “Excluded Representations”) (a) indefinitely with respect to the Company’s representations and warranties contained in Section 4.17 (Intellectual Property) shall survive the Merger and continue until 11:59 p.m. California time on the day which is twenty four (24) months after the date on which the Effective Time occurs, and (b) Xxxxx’ representations and warranties contained in ARTICLE 3, the Company’s representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 4.2 (as it relates Authority Relative to the foregoing Sectionsthis Agreement), 4.3 (bCapital Stock), 4.11 (Taxes), and 4.26 (Brokers; Third Party Expenses), and Buyers’ representations and warranties contained in Section 5.2 (Authority Relative to this Agreement) and Section 5.5 (Brokers) will survive the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the Closing Date until 60 calendar days after expiration the earlier of all applicable statutes of limitation (including all periods of extension, whether automatic any extensions thereof) plus 60 days have expired or permissiveten (10) years from the date hereof and then expire with respect to the any theretofore unasserted claims arising out of or otherwise in respect of any breach of such representations and warranties warranties. Nothing in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates this Section 9.1 or any other provision of this Agreement shall be construed to limit the foregoing Sections), (c) until the date on which the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to all other representations and warranties and survival of any covenant or agreement of the Company, Cimatron or any other Person contained in this Agreement or any of the Ancillary Agreements, which shall survive the Merger and continue for the time periods set forth therein (or, if no time period is set forth therein, indefinitely), other than covenants and agreements of the parties which by their terms are to be wholly performed in whole or in part on or prior to the Closing or (d) indefinitely with respect to each other covenant or agreement contained in this AgreementEffective Time, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to which covenants and agreements shall survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article VIII until 11:59 p.m. California time on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII, but only with respect to matters described in the Claim Notice or Indemnity NoticeExpiration Date.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 9.01. Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor Purchaser (whether or not exercised) to investigate the affairs of the Company or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party parties contained in this Agreement or the waiver of any condition Agreement, but subject to ClosingSections 5.03, the Company6.02 and 9.02, on the one hand, Sellers and Investor, on the other hand, Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of the Company Sellers and Investor Purchaser contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.13.01 (Sellers), 2.23.02 (Due Execution), 2.33.03 (Organization of the Company), 2.43.04 (Capital Stock), 2.53.05 (Subsidiaries), 2.213.24 (Brokers), 2.274.02 (Authority), 2.284.06 (Financial Capability), 2.294.08 (Purchase for Investment), 2.354.09 (Brokers), 2.37 and 2.39 in Exhibit C, items 1 (as it relates to the foregoing SectionsOrganization), 2 (Authority), and 3 (Issuance of MuniMae Shares), (b) until 60 calendar days after expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties contained in Sections 2.11Section 3.10 (Taxes), 2.14, 2.23 and 2.39 until thirty (as it relates 30) days following the expiration of all applicable statutes of limitations with respect to the foregoing Sections)subject matter thereof, (c) until eighteen (18) months after the date on which Closing Date in the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to case of all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing or and (d) indefinitely with respect to each other covenant or agreement contained in this Agreement, for a period comparable to that used in clause (c) following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (cd) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article VIII XI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII, but only with respect to matters described in the Claim Notice or Indemnity NoticeXI.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor (whether or not exercised) to investigate the affairs of the Company or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and Investor, on the other hand, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of the Company and Investor parties hereto contained in or made pursuant to this Agreement will Agreement, or in any other certificate executed and delivered by any party to another party in connection with this Agreement, shall survive the Closing (a) indefinitely with respect to the representations in full force and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 (as it relates to the foregoing Sections), (b) until 60 calendar days after expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties in Sections 2.11, 2.14, 2.23 and 2.39 (as it relates to the foregoing Sections), (c) effect until the date on that is fifteen and one-half (15 1/2 ) months after the Closing Date, at which time they shall terminate (and no claims shall be made for indemnification under Section 11.2 or Section 11.3 thereafter), except: (i) the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to all other representations covenants and warranties and any covenant agreements that by their terms apply or agreement are to be performed in whole or in part after the Closing shall survive for the period provided in such covenants and agreements, if any, or until fully performed, (ii) the covenants and agreements that by their terms apply or are to be performed in their entirety on or prior to the Closing or shall terminate at the Closing, (diii) indefinitely with respect to each other covenant or agreement the representations and warranties contained in this AgreementSection 3.1 (Organization and Qualification of the Acquired Companies and the Subsidiaries), except that any representationSection 3.2 (Authority of the Acquired Companies and Enforceability), warrantySection 3.3 (Capitalization of the Acquired Companies and the Subsidiaries), covenant or agreement that would otherwise terminate in accordance with clause Section 3.22 (bRelated Party Transactions) or and Section 3.24 (cAcquired Companies’ Brokers), (collectively, the “Acquired Companies Fundamental Reps”), Section 4.1 (Authority of Sellers and Enforceability), Section 4.2 (Ownership) above will continue to survive if a Claim Notice or Indemnity Notice and Section 4.6 (as applicableSellers Brokers) (collectively, the “Seller Fundamental Reps”), Section 5.1 (Organization of Purchaser), Section 5.2 (Authority of Purchaser and Enforceability) and Section 5.7 (Purchaser Brokers) (collectively, the “Purchaser Fundamental Reps”) shall have been timely given under Article VIII on or prior survive the Closing indefinitely, and (iv) the representations and warranties contained in Section 3.17 (Taxes and Tax Returns) and Section 4.7 (Taxable Canadian Property) (the “Tax Reps”), and the obligation to such termination date, pay for Indemnified Taxes shall survive until the related claim for indemnification has been satisfied expiration of all applicable statutes of limitation plus sixty (60) days (including any extension, waiver, tolling, or otherwise resolved as provided in Article VIII, but only with respect to matters described in the Claim Notice or Indemnity Noticemitigation thereof).

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Investor Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to ClosingAgreement, the Company, on the one hand, Seller and Investor, on the other hand, Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of the Company Seller and Investor Purchaser contained in this Agreement will survive the Closing (a) indefinitely with respect to (i) the representations and warranties contained in Sections 2.12.02, 2.22.04, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 2.05 (but only insofar as it relates to the foregoing Sectionscapital stock of the Subsidiaries), 2.28, 3.02 and 3.07, 3.08, and 3.09, 3.10, and (ii) the covenants and agreements contained in Sections 1.05, 14.03 and 14.05; (b) until 60 calendar sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations matters covered by Section 2.12 and warranties in Sections 2.11Article VIII and, 2.14, 2.23 and 2.39 (insofar as it relates to ERISA or the foregoing Sections)Code, Section 2.15; (c) until a date which is six (6) months following the date on which Closing Date in the Company's audited financial statements for the fiscal year ending December 31, 1999 have been made publicly available with respect to case of all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing or Closing; and (d) indefinitely with respect to each other covenant or agreement contained in this Agreement, except until sixty (60) days following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (cd) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article VIII XI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII, but only with respect to matters described in the Claim Notice or Indemnity NoticeXI.